Secret Avengers
by Benjamin236
Summary: Run The Mission, don't get seen, and save the world. That's what this team will do.


Secret Avengers

Episode One: Great Power

_Unknown Location, Unknown Time_

"Octavius, how are our guests doing?" The voice of one Norman Osborn questioned. If it's one thing you have to know about Norman Osborn was that he saw himself as a calculating business man. If the investment didn't bring any profit to him, why would he bother? His current investment however was one that has taken a lot time and patience but mark his word he would have all the benefits when it was all said and done.

"Why bother with these creatures Norman?" Answering a question with question. It was Otto Octavius, he was a scientist first, villain second in his mind. The current experiment Norman had him running was beneath him. Monitoring these people brought no joy to the mind of Otto Octavius. What he should be doing is figuring out the enigma known as Spider-Man. The main reason as to why he was brought on board by Norman in the first place but it seems like the man with the money wanted to invest elsewhere for the time being.

"They will bring us Spider-Man Otto and its Mr. Osborn to you." Norman started off before making his way to Octavius lab which was filled with the latest state of the art technology money could buy. "Now, you know we're due to be getting one more of these people correct?"

"Of course I know!" Otto shouted while waving his extra "limbs" as he liked to call his tentacles. "Why are we wasting time on these experiments? I could have my team fight the Spider-Man and earn better results. After two years of waiting, we finally can start our analysis of the hero you want to base your army upon."

"Calm yourself Otto, the corporation we're working with created the hero known as the "Wolverine". That enough should tell you what they're capable off." Norman answered back in a calm tone.

"Yeah, and look at Wolverine now, he's one of those disgusting X-Men." Otto remarked. As the X-Men was a team of mutants who fought to bridge the gap between humans and mutants. Oh, how their ideals were so stupid…so illogical to Otto Octavius. They should act as gods and goddesses; couldn't the mutants see that they were the next stage of evolution? How Otto wanted nothing more than to get one of them in his lab. The experiments he would do would be endless.

"Well considered yourself honored Otto for I brought us someone who they're saying is built just like Wolverine. As a matter of fact before we send them out, you can run a few test to see what they did right and wrong. That way when you do start my Spider-Man army, we can have the perfect indestructible soldiers at our command." Norman stated as that brought a smirk to Otto's face. Power, having being able to wield it was one of the best feelings in the world.

"Very well Mr. Osborn, I'll keep our hounds sedated long enough." Otto said feeling better about what might be coming.

"Good to know Otto, now call me when our "shipment" arrives. It should be here in the next twenty minutes or so. It's arriving via one of my Semi-Trailer Trucks." Norman informed the scientist who nodded in response.

"Go Mr. Osborn, I shall see to it that our business is done accordingly. You have a son you must drop off at school correct?" Otto asked knowing Norman could care less about his son Harry.

"I suppose you're right, I won't take long so when I come back be ready." Norman said before taking his leave to drop Harry off at his high school.

_Norman, always thinking in such a one dimensional mindset. It seems as though I will have to get my data about Spider-Man from another source…a trusted source._ Otto said to himself before going to contact the Frightful Four. It was time for him to run an investment of his own for once and he knew just where to start.

_With Peter Parker_

_August 26, 8:15am, EST_

Our current hero Peter Parker was currently in his alter ego known as Spider-Man. Currently his morning had been great so far. He was able to catch enough sleep, beat up Shocker, and eat a healthy breakfast before making his way towards Midtown High School.

_I keep going at this rate, I'll be there by eight thirty._ The web-slinger said to himself while continuing to web sling throughout New York City. If Peter had to describe web slinging to someone; it would be difficult to put in words. It was such a rush…a thrill…more like an experience he could do whenever he felt stressed or just wanted to get away from it all and trust me in his two year superhero career. He's been through things that have made him want to quit all together but always remembering why he put on the costume in the first place has always kept him going.

"I guess you can say this is a stick up." A voice shouted catching Spider-Man's attention. Quickly doing an acrobatic like move, Spider-Man shot a web towards the current crime in progress. It was a villain known as "Trapster". A villain who had always tried to show the world that he could take on Spider-Man. Currently Trapster was standing outside of the bank, about to go inside and rob it.

"Please, stop while you're ahead Trapster." Spider-Man called while coming to the scene. "For everyone's sake."

"Spider-Man, today is the day I finally stick it to you." Trapster said pointing his "Paste Guns" towards his adversary.

"That's not how humor works Trapster." Spider-Man started off before shooting a few web balls towards Trapster who dived behind a car. "You're supposed to be funny, not cheesy."

"I'll show you cheesy." Trapster shouted before throwing multiple grenade towards Spider-Man. Acting fast Spider-Man used some webbing to create a net to wrap the grenades in and quickly threw it towards the sky where it exploded. Revealing the contents to be actual glue rather than explosives. Spider-Man managed to only get a bit of the glue on his costume.

"Glue? Really man." Spider-Man said before taking to the ground and started running towards Trapster. "I was expecting more Trapster."

"Expect this." Trapster said firing the "Paste Guns" ammo as bullets. Thanking his Spider-Sense in advance, he was able to dodge most of the glue bullets.

"It's over Trapster." Spider-Man declared before webbing one of the Paste Guns Trapster was wielding. At the same time Trapster and pulled the trigger which led to a funny result of Trapster being stuck by his own glue.

"You wait Spider-Man, once I get out-." Trapster said before finding his mouth and ears webbed. As now he couldn't hear or say anything.

"Awww can it." Spider-Man said before his Spider-Sense went off. Quickly turning around he saw a African-American man who was bald approaching him. His attire was a black trench coat, black pants, and a grey shirt with an emblem on it.

_Why did my Spider-Sense go off?_ Peter questioned while observing the man in front of him.

"Not bad kid but you could use some improvement." The man started off while looking at the scene. Glue was everywhere, a few windows were destroyed, lamp posts were knocked down but no lives were lost. So it wasn't too bad but it could be better.

"I didn't know I was auditioning for super hero idol. I would've practiced my vocals for Iron Man." Spider-Man commented before seeing the person wasn't laughing at all.

"I should have introduced myself, I'm Nick Fury the Director of S.H.I.E.L.D. I'm here to offer you a position in S.H.I.E.L.D. I'm starting up a team of young heroes like yourself and I want you on it." Nick Fury stated earning a look of interest from Spider-Man.

_S.H.I.E.L.D, they're the guys who keep almost every super hero in check. I've been at this for two years now. I guess they've finally taken an interest in me._ Peter said to himself.

"I thought you guys did the whole "super-secret spy stuff". Spider-Man said putting air quotes over the last part of his sentence.

"Trust me; we do hence why you don't hear about most our exploits." Nick replied back.

"Wait, you're on the news all the time." Spider-Man started off remembering a report from the morning news. "Man, the camera really does add ten pounds." Earning a sigh of annoyance from Nick Fury.

"Just like the FBI and CIA, I'm the public face of S.H.I.E.L.D. While I do hate talking to the media and press it comes with my job title which is to keep the world safe. Billions of people count on S.H.I.E.L.D. Do you know how much restraint a person must have when you wield so much power?" Nick Fury explained earning a nod of understanding from Spider-Man.

"With great power, comes great responsibility." Spider-Man said automatically. Those were the final words his Uncle Ben had said to him before he died later that night. If only Uncle Ben didn't come looking for him than maybe, just maybe he would be alive today.

"Wise words from your Aunt May or was it your Uncle Ben mister Parker? Regardless of who said them, you could apply them anywhere." Nick Fury replied as that statement caused Peter's brain to go into overdrive. The man in front of him knew who he was. Let alone his aunt and uncle.

"How did you?!" Peter started off having a million questioned he wanted to ask the head of S.H.I.E.L.D. Before Peter could continue with his rant, he was cut off.

"It's my job Spider-Man." Nick started his statement before continuing. "Every superhero whose ever put on spandex, armor, or whatever they consider a costume. Their business…no their life becomes my business."

As the sound of glue cracking brought them out of their conversation. The duo saw Trapster starting to make his escape. Thankfully the webbing was still covering his ears and mouth so he didn't hear their conversation.

"I got it, stand back." Nick said before pulling out some sort of blaster. The blaster was aimed at a lamp post before he fired it. The yellow beam traveled towards the light before Nick pointed the blaster to Trapster. Pulling the trigger again, the yellow beam hit Trapster knocking him out cold.

"While that was cool and all." Peter said in awe of the blaster Nick used. "I honestly have no reason to trust you. I mean you've been spying on me for the past two years."

"Get used to it hero, you put on that costume and the entire world is paying attention to you whether you like it or not. The world is going to want interviews, they're going to want to see you succeed, and others are going to want to see you fail. The reason I'm here today is to help you. I want you to become the "Ultimate" Spider-Man. Not a second-rate hero who doesn't know what it means to be responsible." Nick Fury said leaning into Peter Parker who was having none of that.

"Responsibility? I live by that if you didn't know..oh wait you probably did." Peter said putting his foot down.

"Well look around and see how responsible you were." Nick challenged as Peter finally took in the scene around him. Glue was everywhere, windows and store fronts were shattered due to the glue bullets, his own web balls had hit a few vehicles damaging them, and last but not least the people he wanted to protect seemed to be scared of him.

"I….." Peter started off wanting to make some point but the look of fear in the civilians faces left him speechless. "Have other places to be, I'm sure you knew that too by the way. Besides I'm a better solo act."

"That sounds like an answer from a coward. Here I am giving you a chance many would want and you're running away. Maybe you still don't understand what your Uncle preached." Was all Nick Fury had to say as he saw Peter body language display that of rage. It seemed like Nick had finally hit a nerve but that was nothing new.

"Find someone else to control." Peter said before taking aim with one of his web shooters and took off.

_Trust me Peter, if I wanted to control you. You would be under my thumb by now._ As Nick called one of the S.H.I.E.L.D transport units to get the Trapster out of there and start the cleaning process.

_Outside Mid-Town High School_

_8:45am, EST_

Our scene is the Mid-Town High School which had tons of students returning from their summer breaks. Some catching up with one another while others were getting ready for their first day of high school. Yes, school was back in session but hey next Monday was Labor Day so they couldn't complain too much. What we're focused on is the Oscorp Semi-Truck that has found its way outside of the high school. Oscorp was the business one Norman Osborn used to rule New York City. Maybe not rule but he was a well-respected figure because of the corporation.

"Come on Rick, we're on a time schedule." One of the two drivers complained. They were currently carrying some important cargo that Norman Osborn deemed "important".

"Relax Phil, I just want to see my kid off to High School is all." Rick said before opening the door and getting out. His son started the 9th grade today and was happy to see him move on in his education. "Besides don't you have a kid too starting 9th grade?"

"Yeah I do." Phil replied remembering his daughter who was starting school today. Due to his job, he was rarely home due to his Oscorp job of transporting materials from different facilities.

"It will only take two minutes tops. After that we can get back and deliver this to "Mr. Osborn" no problem." Rick suggested as Phil nodded in response.

"Alright but two minutes, I'll leave the motor running." Phil said before opening his door as well. Unknown to the duo their "cargo" was listening.

_And here I thought this would be hard_. The cargo said to themselves before proceeding to break out of their container. _I have to make this look good._ As they proceeded to slash the container. Specifically leaving three slash marks to draw her handlers off her trail. _Cloths should be in the blue suit case_. The woman said before grabbing and opening the suit case to reveal clothing. Her current state of attire was nude. Quickly putting on the undergarments, black sweat pants, the orange shirt which had the word "Hope" on it in black, a black jacket with an orange X on the back, and a pair of black and orange tennis shoes. She quickly combed her long black hair.

_Grey suit case contains the book bag with everything I need._ The woman said to herself before opening the grey suit case to show an orange and black book bag. Inside of it were three dog tags which she put around her neck. The names on them were her owns, her mothers, and the woman who she now considered a big sister. Inside the book bag itself was some school supplies, money, important forged documents, and finally house keys. Before zipping the bag she saw a note which was addressed to her and started to read it. She couldn't finish it as she had started to tear up a bit due to the contents as to what was in the note.

_I swear Kimura, I'm going to rescue you and the rest of those doctors. I'll find this Wolverine guy and we will save you. That's a promise from Laura Kinney._ As Laura proceeded to break out of the semi-truck. Luckily for her the truck was parked beside the school so that no cameras could spot her. Quickly leaving three slash marks on the door before sealing it. She proceeded to head towards Mid-Town High School.

"I told ya Phil, two minutes." Rick boasted as the two walked Laura not paying attention to her at all.

"Well let's move, I think that's Norman's limo pulling up." Phil stated as the two quickly got into their truck and proceeded to leave. Unknown to them their cargo had passed them.

_Outside Mid-Town High School_

_8:55am, EST_

Two people were walking towards the school. One was an African-American male who was bald and had brown eyes. Their attire was a pair of jeans, white tennis shoes, and a red and white jersey. On his back was a white book bag. Beside him was a Caucasian woman with long black hair and blue eyes. Her attire was a pair of black jeans, black tennis shoes, and a purple shirt. Besides the book bag on her back she carried an Archery Bag.

"Kate Bishop, you don't have to attend the same High School as me." The male stated starting off their conversation.

"I'm not doing boarding school again Eli Brady. I fear I might put an arrow in one of those rich girls." Kate replied back earning a chuckle from Eli.

"I understand that Kate but-." Eli started off before being cut off by Kate.

"Chill Eli, besides I don't think the world is expecting _Patriot and Hawkeye to be attending a High School._" Kate saying the last part in a whisper. The two had formed a friendship over crime fighting and been friends ever since.

"I thought the news was still calling you Hawkingbird." Eli teased earning a sigh of annoyance of Kate Bishop.

"Don't remind me, but good news I ran into _him _last night and he gave me a few notes and pointers. I think _he's_ really taking a notice of the things I do." Kate said as "him" was none other than Hawkeye.

"Well I haven't been noticed by _him_ thanks for asking." Eli replied as Captain America hadn't really came to give him pointers like Hawkeye did to Kate.

"Cut him some slack Eli, he never takes a break." Kate said reminding Eli that Captain America was always busy.

"True." Was all Eli could say as the two walked into the High School.

"Well, let's hope the first day of school goes well." Kate said as she was a bit nervous attending public school.

"Relax, just make friends who see you for you. Not "Ms. Money bags" Eli advised as Kate Bishop came from a very wealthy family.

"Easier said than done; I'll take my chances." Kate said still unsure as to making new friends.

"It's easy, watch." Eli said before going over to Laura Kinney and tapping her shoulder. Laura suppressed her instinct of turning around and pointing her two metallic claws at the person's face. She turned around to see what the person wanted. "Hello my name is Eli. Have you met my friend Kate."

As Eli side stepped to reveal Kate Bishop to Laura who shook her head no in response.

"Names Kate Bishop, please to meet you." Kate greeted while extending her hand out for Laura to shake.

"Laura, Laura Kinney I just moved here." Laura said meeting Kate's hand with her own as the two shook hands.

"From where if you don't mind me asking." Kate replied back wanting to know more about her new friend.

"Canada, beautiful country but I rather not go back there anytime soon." Laura said on the subject at hand.

"Come one students, first period starts in three minutes." A teacher called out earning groans from students who were trying to catch up with their friends.

"I think we have a class to attend." Eli commented before pulling out his schedule and comparing it to Kate's and Laura's. "Looks like we have the same classes."

"Sounds good." Laura said before going into her own thoughts. _So this is what you meant by having friends Kimura. It feels nice to have people my own age to talk too._

"Man, I can't believe I'm late." As the trio saw the form of one Peter Parker was rushing towards his home room. Only for him to run into a woman with medium length black hair; which was held up by a purple hair band. Her attire was a white blouse with purple trimmings on it, a pair of purple pants, and black boots.

"I am so sorry." Peter said apologizing for him not paying attention to his surroundings. "Here let me help you up, my names Peter Parker by the way."

"Nico." The woman now known as Nico said grasping Peter's hand as he pulled her up. "Nico Minoru."

"Get to class Parker and Minoru, you can chat later." A teacher ordered as the group made their way to their home rooms.

_Cafeteria _

_12:__30__pm, EST_

Peter Parker after a long morning was finally able to enjoy his social life. His longtime friends Harry Osborn and Gwen Stacy. Harry Osborn was the son of Norman Osborn so he was born into wealth. Always trying to solve most of his problems by throwing money at it. Most his "friends" hung out with him due to who his father was. His only true friends were Peter and Gwen. Gwen Stacy, the daughter of George Stacy who was the Captain of the NYPD. Gwen was a smart student, always able to take care of not only herself but Peter as well when he was bullied by one Eugene "Flash" Thompson.

"It's great to see you guys again. Especially you Harry, I feel like I haven't seen you all summer." Peter said as he hadn't seen Harry all summer. Harry had gone to Europe thanks to his father.

"That what happens when you go to Europe. It was great but man Pete I missed the city." Harry said as he truly missed his friends.

"It feels good to be back as Sophomores." Gwen said as she was glad to no longer be a freshmen.

"Agreed." Peter said as his mind wasn't really focusing on the conversation at hand. His mind was still on the conversation he had with Nick Fury early this morning. As Gwen and Harry were talking about other things they did this summer.

"Hey Pete, you in there man." Harry said causing Peter to snap out of his train of thought.

"Sorry, what was going on?" Peter asked as both Harry and Gwen noticed that his mind was elsewhere.

"We were saying, the group at the end of the table seems to be an odd one. Even by high school standards." Gwen said as Peter turned his gaze to the end of their table to see Nico talking to the three other students he saw earlier today. Nico seemed to fit the "goth" persona. The only male in their group looked like he would fit in with Flash and his crew. The woman with the blue eyes seemed to fit in with the "popular" students. While the last member of their group was a female as well but looked more like a loner if anything. A weird group of friends indeed but who was he to judge. He didn't exactly hang out with people outside of his "clique" as well.

"Why don't we go talk to them?" Gwen suggested earning a confused look from Harry. "I mean it would be nice to have more friends."

"Yeah it would be; no offense to you guys of course." Peter said as these two were his only friends.

"I don't like meeting new people." Harry said as he wasn't one to make new friends. I mean it was sheer luck he made genuine friends with Peter and Gwen. His past attempts at making friends usually led to them trying mooch off of him.

"It won't be that bad, besides what could go wrong?" Gwen said as the trio got up and started making their way towards the table only for Peter's Spider-Sense to go off.

_You never ask what could go wrong Gwen because it always happen._ Peter commented before a cafeteria wall exploded.

"Greetings High School students, we're looking for Spider-Man." A male wearing purple armor stated. He was known to the world as Wizard. A villain who used anti-gravity to cause terror. He was also the leader of the Frightful Four.

"Come out and fight Spider-Man. We know you're in here somewhere." A woman wore a revealing red outfit that had gold trimming on it. She had long red hair, green eyes, and red lipstick on. On her forehead was a golden crown while wrapped around her right arm was a black spiked chain ball.

_Oh great the Frightful Four...I mean three. I forgot Klaw is all sound and no talk._ Peter said while looking at the villain who used sound via his Sound Converter. _How do they know I'm here?_

"Klaw, give these students something to fear." Wizard ordered as Klaw started to use his Sound Converter to blast a few vending machines. If students hadn't cleared out when the wall came down. The students were sure to have ran away when Klaw made the vending machines explode.

"Run!" Peter cried out trying to make sure everyone had evacuated the Cafeteria. He also needed to figure out a way for himself to change cloths and take down the current villains running amok.

"Run all you want to children but we will find Spider-Man, even if we have to kill a few people to do so." Wizard threatened as lives were now on the line. As some students were still stunned about this event even happening.

"Kate." Eli called out getting Kate's attention. _"We need to suit up_."Eli whispered earning a nod from Kate.

"_My locker is down the hall, I can grab my gear and be back here."_ Kate whispered back as she then started to run towards the exit. Only for Thundra to notice and throw the chain-ball towards Kate.

"Right back at cha." Eli and Laura heard Nico say as the chain-ball that was close to taking Kate's head seemed to go right back to Thundra. The chain-ball hit her square in the gut as Thundra was now knocked to the ground.

"Seems we have a magic user among ourselves." Wizard stated as he wasn't paying much attention to some of the teenagers cowering in fear.

"Yeah! I'm right here." Gwen called out putting on a brave face in her attempt to help her fellow students get out of the Cafeteria.

_I can't let Gwen do something like this._ As Peter watched the scene start to go down. _Maybe I should turn myself in. No, I can't even think about giving up, there's always a way._

"Well "magician" tell me what I'm thinking of right now?" Wizard questioned looking down upon Gwen as though she was some sort of ant.

"How Spider-Man's going to beat you." Gwen said earning a look of rage from the gravity using villain.

"Perish." The only word everyone in the room heard as Gwen was about to be blown back only for Harry to push her out the way in time. The landing the two had hurt a bit, no broken bones but man landing on concrete floor was hard.

_It's go time._ As Peter had taken the opportunity Gwen had provided to change and become Spider-Man.

"You couldn't wait until the last day of school for this Wizard?" Spider-Man asked web slinging onto the scene.

"It took you long enough spider." Thundra answered back as she was back on her feet. Klaw on the other hand wasted no time and started blasting Spider-Man who used his acrobatic skills to dodge the incoming waves of sound.

"Please, you're going to have to try harder than-." Spider-Man started off only for a silver disc to land on his back. Spider-Man found himself unable to move his body for some odd reason. It felt like the gravity around him was binding him.

"Too easy spider, it's a shame you don't think before you act." Wizard commented before gesturing to Klaw. "Render him unconscious for me so we can make our delivery."

Right before Klaw could a iconic shield hit Klaw sending him flying. It took Wizard and Thundra who was now onto her feet to see the shield had disappeared.

"I can't allow you to do that." A male voice stated as the villain's saw a male wearing a costume that looked very similar to Captain America's attire. The big exception is that they wore a navy blue mask that covered up their entire face. A white star was on their forehead and a red domino mask. On their arm seemed to be some sort of metallic bracer as Captain America's shield appeared once more.

"Who the hell are you?" Wizard questioned unsure what to make of this newcomer.

"Names Patriot and I'm here to stop you." Patriot answered before leaping into action and taking the fight to Klaw.

"Looks like your plans falling apart Wizard, not surprising of course." Spider-Man taunted as Wizards once calm demeanor was once again fueled by anger.

"Silence!" Wizard before dropping Spider-Man back first onto the ground.

"Thanks." Spider-Man said before webbing Wizard in the eyes and quickly hitting him with a powerful upper cut.

"You're dead spider!" Thundra roared no longer caring about the plan they were supposed to carry out. It was all about squashing Spider-Man at this point.

"Well bring it-." Spider-Man started out before Thundra was sent flying out of the cafeteria and into a nearby classroom. "On"..._Okay that was weird, awesome but weird. Time to take responsibility and clean up this mess before the cops and S.W.A.T show up._ _Looking at Patriot's fight, it looks like he has it but just to be safe. I better go help him, I'm pretty sure Thundra should be knocked out by that. Not even she has that thick of a skull._

_With Patriot_

_12:45pm_

Currently he was blocking sound wave after sound wave against Klaw. The battle so far had Klaw at an advantage. Especially since Patriot was trying to protect what was left of the teenagers attending lunch.

_Come on Kate, I need some offense._ Eli commented as that was the only way this situation could get better. Spider-Man seemed to be busy fighting Klaw while Thundra had started terrorizing the civilians in the room.

"I'm suited up and coming back to your position Eli." Kate's voice came from the radio headset in his mask.

"Stay there, I need long range support. Klaw would destroy one of your arrows before it hit it's mark if he saw you coming. Take aim and fire from where you're, that's our best bet of knocking this guy out." Patriot ordered earning radio silence from Kate.

"I never shot from this distance before Eli. Let me get a bit closer." Kate said as from where she was standing, it would be a long shot for one of her arrows to hit.

"You got this, believe in yourself and you'll be fine." Patriot started off before trying to go on the offense by throwing the holographic shield towards Klaw who quickly blasted it to bits. Using that as a distraction Patriot was able evacuate some of the students from the cafeteria. "How are you going to call yourself Hawkeye if you can't hit a mark this far away?"

_With Kate_

_12:47pm_

_My mother always told me you had to work for everything. My father on the other hand seemed to be born with a silver spoon in his mouth. Me, I take after my mother always working for everything and I guess this time is no different. When I put on this costume, I honestly feel like I can do anything._ As she was in her costume attire that was modeled a bit after Hawkeyes but with a few modifications. Mostly a scarf to cover the lower half of her face. Right now she was lining up to take a shot, a shot that could either end their fight or injure someone in the process. _EMP arrow check, now remember what Hawkeye told you the first night you met him._

_Flashback_

After capturing a few minor thieves trying to steal a car. Eli and Kate had split up for the night. Both having family functions to attend in the morning, so getting some sleep sounded good. Kate had taken the rooftop way home while Eli had his own motorcycle. As she continued her run jumping building to building, an arrow landed right in front of her. Acting out of instinct she unfolded her bow and pulled out an arrow. Pointing it at the direction the arrow had came from.

"Easy Hawkingbird or whatever the news is calling you. I had to come and check you out for myself. I'm sure you know me, names Hawkeye." The archer hero called out introducing himself to the woman who modeled herself after him.

"I'm Hawkeye too." Kate said not backing down from the name.

"Right, anyway I want to give you a pro tip. There will be a time when you have to break through your own mental barriers of "I can't" or "I won't.". If you do plan on doing this gig in the long run. Your team is going to depend on you and you have to deliver. Start practicing shooting from a longer distance and then blindfolded. Having the latest tech is good but sometimes you can't beat the old fashion ways of doing things." Hawkeye explained earning a nod from Kate in response.

"I have so many things I want to ask you." Kate said trying to rack her brain as to what question she should ask Hawkeye. The hero she modeled herself after an "incident" in Central Park.

"Will talk another time Lady Hawkeye, I have some Avengers stuff to do. Just know Kate, I'm watching you." Hawkeye said wishing he had a camera to take a picture of the girls reaction. "Before you ask, I have a friend who's good at her job. What can I say, she owed me one. Later."

_End Flashback_

_I'm so going to better Hawkeye than him._ Kate mentally said to herself before narrowing in on Klaw. The EMP arrow would knock Klaw out given he's an android.

"Patriot, I got this." Kate said through the radio as she had taken aim and she allowed the effects of tunnel vision to overcome her. "So long Klaw." As she let the arrow loose as it went soaring through the hallway. Kate decided to start making her way to the Cafeteria.

_With Patriot_

_12:50pm_

After hearing Kate said "she got this." Patriot had moved out of the way and just in time too as the purple arrow hit it's mark as the effects were instant. Klaw entire system had shut down. Letting Patriot smirk at Kate's work.

_I knew you would be able to do it Kate._ As Eli started to help some of the injured kids to safety. A minute later Patriot heard a loud scream coming from where Thundra had landed.

"Not bad Cap junior." Spider-Man commented before he webbed Klaw body to the ground. Ensuring that he wouldn't be getting up again. "Now, lets go see about a cave woman."

_With Nico _

_12:40pm_

After sending Thundra's own weapon back towards her, she had earned looks of interest from Laura and Eli. She had guessed they both had heard her spell but their was no way she was going to let Kate die.

_Looks like I have to transfer once again._ As this wasn't a new situation for Nico. She tried her best to do some good and it always seemed to back fire. When her classmates figured out what she could do. They always tried to use her powers for their own gain. It made Nico have some trust issues when it came to making friends.

"_Way to go Nico."_ Eli whispered shocking her a bit, praise for using her powers was something she never expected.

_You're alright with that?"_ Nico asked as this was something she wasn't use too.

"_We all have our secrets, now if you excuse me. I'm going to save some people."_ Eli said before going to change into Patriot. A minute or so later the duo consisting of Laura and Nico saw Patriot appear. For those two putting two and two together, they easily got four. Eli was now Patriot and was trying to save people.

"Hey Nico." Laura called out earning the magic users attention. "Can you cast a spell to send Thundra flying? To a private room."

"I can do that, Spider-Man and Patriot can finish her off." Nico said seeing Laura's plan.

"I meant for me." Laura replied back before two metallic claws came from her right hand. "I'll keep your secret if you keep mines."

"Deal." Nico replied back before her eyes started to glow purple. "Almighty push" As Thundra was sent flying out of the Cafeteria. Many people thought it was by some hero looking out for them or even Spider-Man with some new ability.

"Time to end this." Laura muttered before moving quickly towards Thundra.

_With Laura_

_I wanted to come to New York to try to change my ways. I didn't want to give into them so easily but now I have no choice. _Laura was now facing down Thundra who was now up on her feet.

"You think that you can take me on Spider-Man?" Thundra boasted as she felt her healing factor start to kick. It was slow but give it a few minutes and she would be back up to speed.

"Do I look like Spider-Man to you? I'm going to wrap this up so don't take offense." Laura answered as her eyes started to have a cold look to them. Her body language went into that of a trained assassin. X-23 was in the building and it was time to clean up.

"Tempt me." Thundra challenged before throwing the chain-ball at Laura who dodged it and used the metallic claws in her right hand to break the chain. Acting fast she popped the metallic blades in her left hand and started to slash at Thundra's thighs. That earned a scream of pain from Thundra.

_What the hell is she? _As nothing could slice her skin so easily. Laura was ready to go in for the kill shot.

"Come on Laura, you're better than this." A woman with untamed brown hair and green eyes stated. Her attire was a silver and black jump suit. In front of Laura was Kimura, a woman Laura looked to as a older sister. "You can change your ways...you do have a soul."

"Then why do I feel as though I do not have one Kimura? Why did they say I don't have a soul?" Laura questioned.

"You do Laura but you need to figure that out for yourself." The Kimura illusion said before disappearing. Sheathing her claws back into her body and taking a few deep breaths. She turned to see Eli, Nico, and Spider-Man now in the room.

"And I thought I had issues." Spider-Man muttered hearing what Laura had said. He honestly felt bad for the girl and now wanted to befriend her now more than ever.

"You do Spider-Man." A familiar voice said as Nick Fury walked in as multiple S.H.I.E.L.D agents came flanking him. "You're just not vocal about it."

"Nick Fury." Patriot muttered seeing the super spy for the first time in person.

"Now." Fury said pulling out a different blaster that was red and black and pointing it towards Laura. "You mind telling me who or what you're?"

"Put the gun down Fury, she didn't do anything wrong. As a matter of fact they helped me." Spider-Man answered standing up for them.

"No dice Spider now stand back." Fury ordered only for a purple arrow to hit the blaster. Knocking it out of his hand.

_Hawkeye isn't here, he's in Budapest._ As Nick wasn't sure who had one of his arrows. I mean his copycat was out there but they didn't have Hawkeye's resources. _Unless they do? I'll talk to Clint later._

"When blood is shed, let the Staff of One emerge." Nico ordered as the group saw a staff appear before Nico who grabbed it. "Allow my friends and Spider-Man to remember while the rest forget."

As before Nick Fury could even say something. Everyone in the immediate area was hit with a spell that caused them to forget what happened in the past half hour.

"What did you do Nico?" Kate called out coming out of her hideout.

"Saved our secrets, everyone except for us and Spider-Man will remember what happened here. I wish I could make this spell stronger to affect the entire school but I'm running on empty here." Nico said in a weak tone. As some students had witnessed Nico using her magic. Others witnessed Laura's fight against Thundra.

_Peter Parker should be making his appearance right about now._ As before Spider-Man could leave Laura got in his way.

"You have a tracer on you, let me get that for you." Laura said plucking the tracer off Spider-Man's chest and crushing it.

"Thanks, stay in school kids." Spider-Man said before shooting a web towards the building next door and taking off.

"He smells like Peter Parker." Laura told the others earning a look of confusion from Nico.

"Enhanced senses I'm guessing." Kate said earning a nod from Laura.

"Hence forth I know you're Kate." Laura started off pointing at Kate in her "Hawkeye" attire and then pointing to Patriot. "And your Eli."

"No fair." Kate whined earning a chuckle from Laura.

"How about we clean up a bit and act like some of the students who saw this attack. I saw some news crews pulling up and I rather not reveal myself to the public just yet." Eli said as the team proceeded with the plan.

_With Nick Fury_

_8:00pm_

The director of S.H.I.E.L.D was walking towards one of the many rooms aboard the Helicarrier. After the incident at the school with the magic user. Yes, he remembered everything that happened and that worried him a bit. He didn't have someone monitoring the younger heroes and he had his solution to that problem. Walking towards a specific room the automated door opened to reveal a teenage girl with medium length black hair and blue eyes was reading a book. Her attire was a pair of black shorts, and a white tank top.

"Daisy Johnson, I have a mission for you." Nick called out earning the teenagers attention. "Do you accept?"

"I've been waiting my whole life Director." Daisy said ready for whatever mission she was about to receive.

"Well, get ready because you're going to school." Nick stated as that earned a look of confusion from Daisy.

_Earth's Atmosphere_

_9:30pm_

Coming down to Earth's atmosphere was a hero. To be more specific a cosmic hero known as a Nova. Except this particular Nova's costume was black, very different from the standard golden one. Right now this Nova seemed to be on a mission.

_Come on Sam, you got to warn the Avengers. _As the hero continued his flight down towards Earth. _I just hope I'm not too late. There's no way I'm missing out on wailing on some Magmortar's._

_End Episode One_

**This is me venturing into Ultimate Spider-Man. I really love the show but even I know it has it's flaws. I have most of this story plotted already. Up to four seasons with 26 chapters each. I do know how I want to end it, college years and a character or two getting married.**

**I will say the roster for this team is pretty huge(32). So I will be shuffling the team around for the most part. Spider-Man will probably be the only character in each "episode". The first arc I have plotted out will end with the core team assembling and growing from there. Episode two will revolve around Nova, Daisy, and a few other characters who're going to make this roster. I'm still learning how to write everyones voice so bear with me people. I could improve on Peter the most.**

**I wanted to do something interesting with Eli and Kate. I'll be going into both their background stories later on but for my Kate fans, you already have hints of it. Nico, I'm doing the same thing with her, trying to come up with a "Ultimate" version of what her character would be like. Laura's basically the same with a slight difference in terms of her relationship with Kimura.**

**Peter Parker will be going with Laura Kinney. I will be doing another Ultimate Spider-Man story with Peter going with Ava because man I ship those two together.**

**Anyway for those who read my other stories. Everything is in rotation right now but I will say this I will be updating twice a week. So consider this one of two. Three would honestly be pushing it for me but if I can make that happen I will. So thank you all for reading and waiting. It honestly means the world to me.**

**Shout out to thebigmackattack and Silentman87. My plan is to be on there level one day ; they honestly made me remember how much I love reading and creating fanfiction. Please Review letting me know what you think and I'll see you later folks.**


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